Minutes October 30, 2021

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Board of Directors’ Meeting

Call to Order: Ben Twigg called the meeting to order at 10:00 am via Zoom Video Conferencing.

  • Board Members Present: Jeff Smith, Ben Twigg, Jim Coats, William Enoch, Tim Robison

  • Board members absent: None

  • Staff Present: Kevin Southworth, Isaac Colgan, Allison Cash

Voting Status: All board members present are in good standing.  Quorum.        

Changes to the Agenda:

  • Move Reserve Transfer for Baker Mountain Ranch up on the agenda to follow the item “Tree Work”.

Approval of Minutes:                                                  

  • William motioned to approve the Board of Directors’ Meeting Minutes from September 12, 2021.  Jim seconded.  All in favor.

  • Jim motioned to approve the Board of Directors’ Meeting Minutes from October 14, 2021.  Jeff seconded.  All in favor.

New Business:

  • AGM Voting Results:

    • 94 Mail-in Ballots Received. Quorum.

      • Tim Robison and Jeff Smith were elected to the board. 

      • The 2021 DWSRF Pre-Construction Loan was approved.

      • The 2022 Budget was approved.

      • The audit of the 2021 fiscal year to be performed in 2022 was waived.

  • Dock Repair-Estimate of $2,025 for dock repair due to damage during storm on September 17, 2021.

  • Tree Work- Estimate of $2,826 from Keith Doran.  Tim motioned to approve the current estimate pending another outreach to Timber Tree Services.  Jim seconded.  All in favor. 

  • Reserve Transfer- William motioned to transfer $1,887.90 from Reserves for Baker Mountain Ranch Invoice #1071. Tim seconded.  All in favor.

  • Election of Officers:

    • The board members discussed positions they were interested in filling.

    • Voting was done by secret ballot.

      • Ben Twigg was elected President.

      • Jim Coats was elected Vice President.

      • William Enoch was elected Treasurer.

      • Jeff Smith was elected Secretary.

  • Assignment of Committee Chairs:

    • Jim Coats was appointed Administration Chair.

    • Jeff Smith was appointed Communications Chair.

    • William Enoch was appointed Finance Chair.

    • Tim Robison was appointed Operations and Water Chair.

    • Jim Coats was appointed Marina Chair.

  • DWSRF Loan- William motioned to accept the following Corporate Resolution to Borrow or Guarantee from the 2021 DWSRF loan document. 

    • BE IT RESOLVED that any 4 of the following named officers or employees of this Corporation, whose actual signatures are shown below

      Ben Twigg, President

      James Coats, Vice President

      Jeffrey Smith, Secretary

      William Enoch, Treasurer

      Acting for and on behalf of the Corporation and as its act and deed, be and they are hereby authorized and empowered:

      To borrow from the Lender, on such terms as may be agreed upon between the officers or employees and the Lender, such sum or sums of money as in their judgment should be borrowed, not exceeding, however, at any one time, the aggregate amount shown on the attached Declarations Page as $405,960.

      To execute and deliver to Lender the promissory note or notes of the Corporation, on Lender’s forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so borrowed or any indebtedness of the Corporation to Lender, and also to execute and deliver to Lender any renewal or renewals of the notes, or any of them, or any part thereof.

      To mortgage, pledge, hypothecate, or otherwise encumber and deliver to Lender, as security for the payment of any loans so obtained, any promissory notes so executed, or any other or further indebtedness of the Corporation to Lender at any time owing, however, the same may be evidenced, any property belonging to the Corporation or in which the Corporation may have an interest, real, personal or mixed.  Such property may be encumbered, hypothecated, or pledged at addition to or in lieu of any property therefore mortgaged, hypothecated, encumbered, or pledged.  The provisions of these resolutions authorizing or relating to the pledge, hypothecation, granting of a security interest in, or otherwise in any way encumbering the assets of the Corporation shall include, without limitation, doing so in order to lend collateral support to indebtedness, now existing or later arising any of any nature whatsoever, of the above named Corporation to the above named Lender. The Corporation has considered the value to itself of lending collateral in support of such indebtedness, and the Corporation represents to the Lender that the Corporation is benefited by doing so.

      To execute and deliver to Lender the form of pledge agreement, security agreement, and financing statement which may be submitted by Lender, and which shall evidence the terms and conditions under and pursuant to which such pledges, or any of them are made; and also to execute and deliver to Lender any mortgages, deeds, trust indentures, or other instruments in writing, or any kind or nature, which may be necessary or proper in connection therewith, or pertaining thereto.

      To draw, endorse, and discount with Lender drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the account of the Corporation with Lender, or to cause such other disposition of the proceeds derived there from, as they may deem advisable.

      To do and perform such other acts and things and to execute and deliver such other documents as may in their discretion be deemed reasonably necessary or proper in order to carry into effect any of the provisions of these Resolutions.

      BE IT FURTHER RESOLVED that these Resolutions shall remain in full force and effect until written notice of the revocation thereof shall have been delivered to and received by Lender.  Any such notice shall not affect any agreements in effect or committed at the time notice is given.

      I further certify that the persons hereinabove named occupy the positions set opposite their respective names, that the foregoing Resolutions now stand of record on the books of the Corporation; that they are in full force and effect and have not been modified or revoked in any manner whatsoever.

      IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation the 30 Day of October, 2021.

      Secretary’s Signature:________________________________

      Print Name:_________________________________

Jim seconded the motion. William noted, the vote of the membership to approve this loan was required by the LISECC bylaws which state that any time indebtedness is secured by any asset of the Corporation, it requires the membership’s approval.  The membership approved this loan at the 2021 AGM.  The motion passed with unanimous approval from the Board of Directors. 

Member Communications:

  • 30087-Outdoor feeding of animals.  The board acknowledged the communication but is reserving discussion for a subsequent board meeting.  Jim noted that Whatcom County discourages feeding wild animals but does not have a specific ordinance against it. 

Other Business:

  • Next BOD Meeting: November 21, 2021 at 9:30am.

  • Tim motioned go into Executive Session at 10:48am to discuss legal matters.  Jim seconded. All in favor.  The board returned to open session at 11:15am.  No motions were made or formal actions taken during Executive Session.  Jim motioned to authorize payment of not more than $5,000.00 for back taxes to protect our financial interests in the properties located at 1225 Jamison and 1139 Berry Way.  Tim seconded.  All in favor.

Adjournment: 11:20am